<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___ to ___
Commission file number 333-06601
DURA AUTOMOTIVE SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 38-2961431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4508 IDS CENTER 55402
MINNEAPOLIS, MINNESOTA (Zip Code)
(Address of principal executive offices)
(612) 332-2335
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
Yes No X
--- ---
The number of shares outstanding of the Registrant's Class A common stock, par
value $.01 per share, at October 15, 1996 was 3,795,000 shares. The number of
shares outstanding of the Registrant's Class B common stock, par value $.01 per
share, at October 15, 1996 was 4,998,254 shares.
<PAGE>
ITEM 1 - FINANCIAL INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Three Months Ended September 30,
--------------------------------
1996 1995
----------------- -----------
(Note 4)
Revenues $ 57,130 $ 51,426
Cost of sales 50,010 45,858
-------- --------
Gross profit 7,120 5,568
Selling, general and administrative expenses 3,651 3,462
Amortization expense 219 273
-------- --------
Operating income 3,250 1,833
Interest expense, net 387 1,135
-------- --------
Income before provision for income taxes 2,863 698
Provision for income taxes 1,117 281
-------- --------
Net income $ 1,746 $ 417
-------- --------
-------- --------
Net income per common and common
equivalent share $ 0.25 $ 0.08
-------- --------
-------- --------
Weighted average common and common
equivalent shares outstanding 6,955 5,039
-------- --------
-------- --------
The accompanying notes are an integral
part of these condensed consolidated statements.
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<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT PER SHARE AMOUNTS - UNAUDITED)
Nine Months Ended September 30,
-------------------------------
1996 1995
---------------- ----------
(Note 4)
Revenues $ 184,487 $ 194,292
Cost of sales 159,151 170,588
-------- --------
Gross profit 25,336 23,704
Selling, general and administrative expenses 11,237 10,207
Amortization expense 691 821
-------- --------
Operating income 13,408 12,676
Interest expense, net 2,287 3,766
Gain on sale of window regulator business - 4,240
-------- --------
Income before provision for income taxes 11,121 13,150
Provision for income taxes 4,421 5,307
-------- --------
Net income $ 6,700 $ 7,843
-------- --------
-------- --------
Net income per common and common
equivalent share $ 1.18 $ 1.58
-------- --------
-------- --------
Weighted average common and common
equivalent shares outstanding 5,669 4,976
-------- --------
-------- --------
The accompanying notes are an integral
part of these condensed consolidated statements.
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<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
September 30, December 31,
Assets 1996 1995
- --------------------------------------- -------------- -------------
(unaudited)
Current assets:
Cash and cash equivalents $ 6,081 $ 1,732
Accounts receivable, net 44,351 34,990
Inventories 10,786 11,916
Other current assets 5,871 10,661
------------ ----------
Total current assets 67,089 59,299
Property, plant and equipment, net 35,836 36,707
Goodwill and other assets, net 44,827 44,525
------------ ----------
$ 147,752 $ 140,531
------------ ----------
------------ ----------
Liabilities and Stockholders' Investment
- -------------------------------------------
Current liabilities:
Current maturities of long-term debt $ 163 $ 5,137
Accounts payable 23,719 24,865
Accrued liabilities 20,872 15,596
------------ ----------
Total current liabilities 44,754 45,598
Long-term debt, net of current maturities 306 46,639
Other noncurrent liabilities 18,753 20,611
------------ ----------
Stockholders' investment:
Preferred stock -- --
Common stock - Class A 38 --
Common stock - Class B 50 50
Additional paid-in capital 63,061 13,563
Retained earnings 20,958 14,258
Subscriptions receivable (168) (188)
------------ ----------
Total stockholders' investment 83,939 27,683
------------ ----------
$ 147,752 $ 140,531
------------ ----------
------------ ----------
The accompanying notes are an integral
part of these condensed consolidated balance sheets.
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<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS - UNAUDITED)
Nine Months Ended September 30,
-------------------------------
1996 1995
--------------- ------------
OPERATING ACTIVITIES:
Net income $ 6,700 $ 7,843
Adjustments to reconcile net income to
net cash provided by operating activities-
Depreciation and amortization 4,677 4,285
Deferred income tax provision 2,218 2,660
Gain on sale of window regulator business - (4,240)
Changes in other operating items (1,169) 886
------------ ----------
Net cash provided by operating activities 12,426 11,434
------------ ----------
INVESTING ACTIVITIES:
Capital expenditures, net (3,115) (3,330)
Sale of window regulator business, net - 18,006
Other, net (3,211) (398)
------------ ----------
Net cash provided by (used in)
investing activities (6,326) 14,278
------------ ----------
FINANCING ACTIVITIES:
Net proceeds from Offering 49,576 -
Borrowings under revolving credit facility 71,250 63,750
Repayment of revolving credit facility (81,000) (73,000)
Repayment of long-term debt (41,557) (11,539)
Other, net (20) 181
------------ ----------
Net cash used in financing activities (1,751) (20,608)
------------ ----------
NET CHANGE IN CASH AND CASH EQUIVALENTS 4,349 5,104
CASH AND CASH EQUIVALENTS:
Beginning of period 1,732 17
------------ ----------
End of period $ 6,081 $ 5,121
------------ ----------
------------ ----------
The accompanying notes are an integral
part of these condensed consolidated statements.
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<PAGE>
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying condensed consolidated financial statements have been
prepared by Dura Automotive Systems, Inc. (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished in the condensed consolidated
financial statements includes normal recurring adjustments and reflects all
adjustments which are, in the opinion of management, necessary for a fair
presentation of such financial statements. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, it is suggested that these condensed consolidated
financial statements be read in conjunction with the audited financial
statements and the notes thereto included in the Company's Registration
Statement on Form S-1 (Registration No. 333-06601).
Revenues and operating results for the three and nine months ended
September 30, 1996 are not necessarily indicative of the results to be
expected for the full year.
2. On August 14, 1996, the Company completed an initial public offering
of 3,795,000 shares of its Class A common stock at $14.50 per share (the
"Offering"). The Company received net proceeds of approximately $50
million from the Offering. Net proceeds from the Offering were used to
repay certain outstanding indebtedness. Immediately prior to the
completion of the Offering, the Company's board of directors and
stockholders approved an Amended and Restated Certificate of Incorporation
and a recapitalization pursuant to which the outstanding shares of the
Company's Class A, B and C common stock were exchanged for 4,998,254 shares
in the aggregate of the Company's new Class B common stock (out of a total
of 10,000,000 shares of Class B common stock authorized for issuance under
the Amended and Restated Certificate of Incorporation). Immediately after
the consummation of the recapitalization and the Offering, the Company had
outstanding 8,793,254 shares of common stock. In addition, the Company has
options outstanding to purchase 32,045 shares of Class B common stock at an
exercise price of $1.45 per share. The accompanying unaudited condensed
consolidated financial statements have been retroactively restated to give
effect to the recapitalization as if it had occurred at the beginning of
the earliest period presented.
Prior to consummation of the Offering, the board of directors and
stockholders of the Company approved the 1996 Key Employee Stock Option
Plan (the "Stock Option Plan"). Certain people who are full-time, salaried
employees of the Company will be eligible to participate in the Stock
Option Plan (an "Employee Participant"). A committee of the board of
directors will select the Employee Participants and determine the terms and
conditions of the options. The Stock Option Plan will provide for the
issuance of options to Employee Participants covering 600,000 shares of
Class A common stock of the Company, subject to certain adjustments
reflecting changes in the Company's capitalization. As of September 30,
1996, the Company had granted non-qualified stock options to acquire
102,373 shares of Class A common stock at an exercise price of $14.50
per share and incentive stock options to
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acquire 5,761 shares of Class A common stock at an exercise price of
$14.50 per share. The options vest over six months to two years. As of
September 30, 1996, no options were exercisable.
3. Inventories consisted of the following (in thousands):
Sept. 30, 1996 Dec. 31, 1995
-------------- -------------
Raw materials $ 5,095 $ 5,841
Work in process 3,680 3,883
Finished goods 2,011 2,192
--------- -------
$ 10,786 $ 11,916
--------- -------
--------- -------
4. On April 2, 1995, the Company sold the net assets of its window
regulator business to Rockwell International Corporation for approximately
$18 million in cash, resulting in a pretax gain of approximately $4.2
million. The results of operations of the window regulator business have
been included in the accompanying condensed consolidated financial
statements through April 2, 1995, the date of divestiture.
The accompanying unaudited consolidated pro forma results of
operations for the three and nine months ended September 30, 1996 and 1995
give effect to the Offering and the divestiture of the window regulator
business as if they were completed at the beginning of the respective
periods. The unaudited pro forma financial information does not purport to
represent what the Company's results of operations would actually have been
if such transactions had occurred at such date or to project the Company's
results of future operations (in thousands, except per share data):
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<PAGE>
Pro Forma Results
---------------------------------------------------------
Nine Months Ended Three Months Ended
September 30, September 30,
--------------------------- --------------------------
1996 1995 1996 1995
---- ---- ---- ----
Revenues $ 184,487 $ 180,164 $ 57,130 $ 51,426
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Operating income $ 13,408 $ 12,288 $ 3,250 $ 1,833
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Net income $ 8,078 $ 6,895 $ 1,983 $ 941
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Weighted average
common and
common
equivalent
shares
outstanding 8,818 8,771 8,811 8,834
---------- ---------- --------- ---------
---------- ---------- --------- ---------
Net income per
common and
common equivalent
share $ 0.92 $ 0.79 $ 0.23 $ 0.11
---------- ---------- --------- ---------
---------- ---------- --------- ---------
5. Long-term debt consisted of the following (in thousands):
Sept. 30, Dec. 31,
1996 1995
--------- ----------
Term loan $ - $ 37,408
Revolving credit facility - 9,750
Subordinated promissory notes - 4,000
Other 469 618
--------- ----------
469 51,776
Less-current maturities (163) (5,137)
--------- ----------
$ 306 $ 46,639
--------- ----------
--------- ----------
The Company's bank credit agreement consists of a revolving credit
facility with a committed amount of $30 million subject to eligible
accounts receivable, inventories and tooling work in process, as
defined, which exceeded $30 million at September 30, 1996. At
September 30, 1996, the Company had no borrowings outstanding under
its revolving credit facility. The revolving credit facility is
collateralized by substantially all assets of the Company. The
revolving credit facility matures on August 31, 2000 and bears
interest at the lender's prevailing reference rate plus up to .5% or
the Eurodollar rate plus .75% to 1.75% at the discretion of the
Company. Prior to the Offering, the Company had a $37.4 million term
loan and $4.0 million in subordinated promissory notes payable to
stockholders which, along with the revolving credit facility were
repaid in August 1996 with proceeds from the Offering. The bank
credit agreement contains various restrictive covenants, which, among
other matters, require the Company to maintain certain financial
ratios, including minimum liquidity, net worth and fixed charge
coverage. The bank credit agreement also limits
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<PAGE>
additional indebtedness, capital expenditures and cash dividends. The
Company was in compliance with all such covenants as of September 30,
1996.
6. In August 1996, the Company formed a joint venture with another
automotive supplier to participate equally in the acquisition of a 26%
interest in Pollone, S.A., a manufacturer of automotive components and
mechanical assemblies headquartered in Brazil, for $5 million. The
Company has accounted for this investment using the cost method of
accounting.
7. In October 1996, the Company announced the following transactions:
- A definitive agreement to acquire all of the outstanding common
stock of KPI Automotive Group (KPI) from Sparton Corporation for
approximately $80.5 million in cash. KPI manufactures shifter
systems, parking brake mechanisms, brake pedals, underbody spare
tire carriers and airbag components for the North American
automotive industry from facilities in Indiana and Michigan. KPI
has annual revenues of approximately $95 million. The Company
expects the acquisition will be financed by an increase in its
revolving credit facility. The Company expects to complete this
transaction during December of 1996.
- A letter of intent to acquire all of the outstanding common stock
of the VOFA Group (VOFA) for approximately $35 million in cash
and approximately $10 million in Class A common stock.
Headquartered in Dusseldorf, Germany, VOFA has manufacturing
facilities in Dusseldorf, Gehren and Daun, Germany and Barcelona,
Spain. VOFA manufactures shifter cables, brake cables and other
light duty cables for the European automotive and industrial
markets and has annual revenues of approximately $85 million.
The Company expects the cash portion of the acquisition will be
financed by an increase in its revolving credit facility. The
Company expects to complete this transaction by the end of
December 1996.
- The acquisition of the parking brake business of Rockwell Light
Vehicle Systems France S.A. (Rockwell). Operating from a
facility in St. Die, France, Rockwell's parking brake business
has annual revenues of approximately $8 million. The aggregate
purchase price of approximately $3.75 million was financed with
cash on hand. The pro forma effects of this transaction are not
material to the Company's results of operations for the three and
nine month periods ended September 30, 1996.
8. Supplemental cash flow information (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ---------------------
1996 1995 1996 1995
------------------- ---------------------
Cash paid for -
Interest $759 $889 $2,908 $3,851
Income taxes 910 869 1,962 1,524
-9-
<PAGE>
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1996 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1995
REVENUES -- Revenues for the three months ended September 30, 1996 totaled
$57.1 million compared to $51.4 million for the three months ended September 30,
1995, an increase of $5.7 million or 11%. Revenues for the 1996 period
increased over the 1995 period primarily due to new or incremental production
launches on models served by the Company including Dodge Dakota, Ford Mark VIII
and Expedition, Toyota Previa, Camry and Lexus and General Motors Corvette along
with the benefits of the Chrysler minivan tailgate latch replacement program.
In addition, total production of cars and light trucks in North America
increased approximately 7 percent quarter over quarter.
COST OF SALES -- Cost of sales as a percentage of revenues for the three months
ended September 30, 1996 was 87.5% compared to 89.2% for the three months ended
September 30, 1995. The increase in gross margin was the result of cost
reduction efforts which continue to focus on flexible cellular manufacturing
methods and business rationalization as well as the impact of the Chrysler latch
replacement program.
S, G & A EXPENSES -- Selling, general and administrative expenses increased
from $3.5 million for the three months ended September 30, 1995 to $3.7 million
for the three months ended September 30, 1996. The increase was due primarily
to higher up-front design and engineering costs. As a percentage of revenues,
selling, general and administrative expenses were 6.4% for the three months
ended September 30, 1996 compared to 6.7% for the three months ended September
30, 1995.
INTEREST EXPENSE -- Interest expense for the three months ended September 30,
1996 was $387,000 compared to $1.1 million for the three months ended September
30, 1995. The decrease was due principally to the application of the proceeds
from the Offering.
INCOME TAXES -- The effective income tax rate was 39.0% for the three months
ended September 30, 1996 and 40.3% for the three months ended September 30,
1995. The effective rates differed from the statutory rates primarily as a
result of state taxes and non-deductible goodwill amortization.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1996 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1995
REVENUES -- Revenues for the nine months ended September 30, 1996 totaled
$184.5 million compared to $194.3 million for the nine months ended September
30, 1995, a decrease of $9.8 million or 5.0%. Revenues for the 1996 period
decreased over 1995 due to the divestiture of the window regulator business in
April 1995 (approximately $14.1 million of the decrease) and the decline in
North American automotive production, including the effects of the 17-day work
stoppage at GM in the first quarter of 1996 which adversely impacted the
Company's operations.
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<PAGE>
These decreases were partially offset by new production launches at Chrysler,
Ford, Toyota and General Motors.
COST OF SALES -- Cost of sales as a percentage of revenues for the nine months
ended September 30, 1996 was 86.3% compared to 87.8% for the nine months ended
September 30, 1995. The improvement in gross margin was the result of the
divestiture of the window regulator business which had lower margins, and the
Company's cost reduction efforts, which included the implementation of more
flexible cellular manufacturing methods and the closing of an under-utilized
manufacturing facility.
S, G & A EXPENSES -- Selling, general and administrative expenses increased
from $10.2 million for the nine months ended September 30, 1995 to $11.2 million
for the nine months ended September 30, 1996. The increase was due primarily to
costs incurred as a result of providing a greater level of design and
engineering services to the Company's customers, partially offset by the sale of
the window regulator business. As a percentage of revenues, selling, general
and administrative expenses were 6.1% for the nine months ended September 30,
1996 compared to 5.3% for the nine months ended September 30, 1995.
INTEREST EXPENSE -- Interest expense for the nine months ended September 30,
1996 was $2.3 million compared to $3.8 million for the nine months ended
September 30, 1995. The decrease was primarily due to the repayment of debt
with the net proceeds from the sale of the window regulator business in April
1995 and the Offering.
INCOME TAXES -- The effective income tax rate was 39.8% for the nine months
ended September 30, 1996 and 40.4% for the nine months ended September 30, 1995.
The effective rates differed from the statutory rates primarily as a result of
state taxes and non-deductible goodwill amortization.
LIQUIDITY AND CAPITAL RESOURCES
On August 14, 1996, the Company completed an initial public offering of
3,795,000 shares of its Class A common stock at a price of $14.50 per share.
The Company realized net proceeds of approximately $50 million from this
offering.
The Company's bank credit agreement consists of a $30 million revolving credit
facility which expires on August 31, 2000. There was no balance outstanding
under the revolving credit facility as of September 30, 1996. The Company used
a portion of the proceeds from the Offering to repay a $37.4 million term loan,
the $4 million subordinated notes and the revolving credit facility. The bank
credit agreement contains various restrictive covenants, which, among other
matters, require the Company to maintain certain financial ratios, including
minimum liquidity, net worth and fixed charge coverage. The bank credit
agreement also limits additional indebtedness, capital expenditures and cash
dividends. The Company was in compliance with all such covenants as of
September 30, 1996.
In August 1996, the Company formed a joint venture with another automotive
supplier to participate equally in the acquisition of a 26% interest in Pollone,
S.A., a manufacturer of automotive components and mechanical assemblies
headquartered in Brazil, for $5 million. The Company has accounted for this
investment using the cost method of accounting.
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<PAGE>
In October 1996, the Company announced the following transactions:
- A definitive agreement to acquire all of the outstanding common stock
of KPI Automotive Group (KPI) from Sparton Corporation for
approximately $80.5 million in cash. KPI manufactures shifter
systems, parking brake mechanisms, brake pedals, underbody spare tire
carriers and airbag components for the North American automotive
industry from facilities in Indiana and Michigan. KPI has annual
revenues of approximately $95 million. The Company expects the
acquisition will be financed by an increase in its revolving credit
facility. The Company expects to complete this transaction during
December 1996.
- A letter of intent to acquire all of the outstanding common stock of
the VOFA Group (VOFA) for approximately $35 million in cash and
approximately $10 million in Class A common stock. Headquartered in
Dusseldorf, Germany, VOFA has facilities in Dusseldorf, Gehren and
Daun, Germany and Barcelona, Spain. VOFA manufactures shifter cables,
brake cables and other light duty cables for the European automotive
and industrial markets and has annual revenues of approximately $85
million. The Company expects the cash portion of the acquisition will
be financed by an increase in its revolving credit facility. The
Company expects to complete this transaction by the end of December
1996.
- The acquisition of the parking brake business of Rockwell Light
Vehicle Systems France S.A. (Rockwell). Operating from a facility in
St. Die, France, Rockwell's parking brake business has annual revenues
of approximately $8 million. The aggregate purchase price of
approximately $3.75 million was financed with cash on hand. The pro
forma effects of this transaction are not material to the Company's
results of operations for the three and nine month periods ended
September 30, 1996.
Based upon discussions with its principal lender, the Company intends to enter
into a new credit agreement to provide borrowing availability to finance the
acquisitions described above and provide working capital. The Company
anticipates the new credit agreement will be secured by all assets of the
Company and will generally contain less restrictive covenants and better pricing
terms than its existing facility.
During the nine months ended September 30, 1996, the Company generated cash from
operations of $13.6 million before the effects of changes in working capital
compared to $10.5 million in 1995. The cash generated from operations was used
to fund capital expenditures of $3.1 million and to reduce outstanding
indebtedness during the nine months ended September 30, 1996.
The Company estimates that it will fund approximately $3.5 million in capital
expenditures for the remaining months of 1996 and $8 million for 1997. These
funds will be used primarily for the purchase of machinery and equipment to
support new business awards, as well as to finance continued cost reduction
efforts.
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<PAGE>
The Company believes that funds available under a new credit agreement, together
with funds generated by the Company's operations, will provide the Company with
sufficient liquidity and capital resources for working capital, capital
expenditures, financing the previously announced acquisitions and other needs.
However, any additional significant acquisitions may require additional debt or
equity financing. The Company believes additional financing will be available
from bank lenders, through the issuance of public or private debt securities or
through additional offerings of equity securities.
QUARTERLY RESULTS OF OPERATIONS AND SEASONALITY
The Company typically experiences decreased revenues and operating income during
the third calendar quarter of each year due to production shutdowns at the
automotive manufacturers for model changeovers and vacations.
EFFECTS OF INFLATION
Inflation generally affects the Company by increasing the interest expense of
floating rate indebtedness and by increasing the cost of labor, equipment and
raw materials. Management believes that inflation has had an effect on the
Company's business over the past 18 months due to rising labor costs and raw
material costs, primarily steel, although at a rate below the producer price
index. Although certain of the Company's customer contracts provide that
increases in the Company's cost of raw materials in certain circumstances may be
passed through to its customers, prevailing industry practices have not allowed
the Company to pass such costs on to its customers.
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<PAGE>
PART II. OTHER INFORMATION
DURA AUTOMOTIVE SYSTEMS, INC. AND SUBSIDIARIES
Item 1. Legal Proceedings:
On October 10, 1996, the Company received notice that it is being
added as defendant in an environmental lawsuit brought by the City of
Toledo, Ohio relating to the Dura Avenue Landfill site in Toledo.
This action was originally filed in 1990 and names approximately 25
companies as defendants. The suit seeks recovery of past and future
cleanup costs relating to the site. The complaint alleges the Company
is the successor in interest of Dura Corporation, an entity alleged to
have disposed of wastes at the landfill prior to 1968. The Company
denies that it is the successor to Dura Corporation and will
vigorously defend the lawsuit.
Item 2. Change in Securities:
None
Item 3. Defaults Upon Senior Securities:
None
Item 4. Submission of Matters to a Vote of Security Holders:
On August 6, 1996, the stockholders of the Company by unanimous
written consent adopted resolutions to approve and adopt the
following:
(i) Key Employee Stock Option Plan; (ii) Employee Stock Discount
Purchase Plan; (iii) Independent Director Stock Option Plan;
(iv) Recapitalization Agreement; (v) Amended and Restated
Certificate of Incorporation; (vi) Amended and Restated By-Laws.
Item 5. Other Information:
None
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits: Sequential
Page Number
-----------
11 Statements of Computation of Earnings
Per Share For the Three and Nine Months
Ended September 30, 1996 and 1995. 16
(b) No Form 8-K's were filed during the quarter ended
September 30, 1996.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DURA AUTOMOTIVE SYSTEMS, INC.
Date: October 31, 1996 By /s/ David R. Bovee
----------------------------------------
David R. Bovee
Vice President, Chief Financial Officer
(principal accounting and financial
officer)
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<PAGE>
EXHIBIT 11
DURA AUTOMOTIVE SYSTEMS, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1996 September 30, 1996
------------------------- -----------------------
Actual Pro Forma Actual Pro Forma
---------- ----------- ---------- ---------
<S> <C> <C> <C> <C>
Net income $ 1,746 $ 1,983 $ 6,700 $ 8,078
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------
Weighted average number of
Class A common stock 1,939 3,795 646 3,795
Weighted average number of
Class B common stock 4,998 4,998 5,001 5,001
Dilutive effect of outstanding
stock options after application
of the treasury stock method (1) 18 18 22 22
---------- ----------- ---------- ---------
Common and common equivalent
shares outstanding 6,955 8,811 5,669 8,818
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------
Net income per common and
common equivalent share $ 0.25 $ 0.23 $ 1.18 $ 0.92
---------- ----------- ---------- ---------
---------- ----------- ---------- ---------
</TABLE>
(1) Cheap stock is included in the calculation for all periods presented in
accordance with the rules and regulations of the Securities and Exchange
Commission.
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<PAGE>
EXHIBIT 11
(CONTINUED)
DURA AUTOMOTIVE SYSTEMS, INC.
STATEMENT OF COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, 1995 September 30, 1995
------------------------ -------------------------
Actual Pro Forma Actual Pro Forma
---------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Net income $ 417 $ 941 $ 7,843 $ 6,895
--------- ----------- ------------ -----------
--------- ----------- ------------ -----------
Weighted average number of
Class A common stock - 3,795 - 3,795
Weighted average number of
Class B common stock 5,016 5,016 4,954 4,954
Dilutive effect of outstanding
stock options after application
of the treasury stock method (1) 23 23 22 22
--------- ----------- ------------ -----------
Common and common equivalent
shares outstanding 5,039 8,834 4,976 8,771
--------- ----------- ------------ -----------
--------- ----------- ------------ -----------
Net income per common and
common equivalent share $ 0.08 $ 0.11 $ 1.58 $ 0.79
--------- ----------- ------------ -----------
--------- ----------- ------------ -----------
</TABLE>
(1) Cheap stock is included in the calculation for all periods presented in
accordance with the rules and regulations of the Securities and Exchange
Commission.
-17-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS FOUND ON PAGES 3
AND 4 OF THE COMPANY'S FORM 10-Q FOR THE YEAR TO DATE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0001016177
<NAME> DURA AUTOMOTIVE SYSTEMS, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 6,081
<SECURITIES> 0
<RECEIVABLES> 44,351
<ALLOWANCES> 0
<INVENTORY> 10,786
<CURRENT-ASSETS> 67,089
<PP&E> 50,007
<DEPRECIATION> 14,171
<TOTAL-ASSETS> 147,752
<CURRENT-LIABILITIES> 44,754
<BONDS> 0
0
0
<COMMON> 88
<OTHER-SE> 83,851
<TOTAL-LIABILITY-AND-EQUITY> 147,752
<SALES> 184,487
<TOTAL-REVENUES> 184,487
<CGS> 159,151
<TOTAL-COSTS> 159,151
<OTHER-EXPENSES> 11,928
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,287
<INCOME-PRETAX> 11,121
<INCOME-TAX> 4,421
<INCOME-CONTINUING> 6,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,700
<EPS-PRIMARY> 1.18
<EPS-DILUTED> 1.18
</TABLE>
